Distribution Assistance Fees (Asset-Based Sales Charge) Within ten (10) days of the end of each month or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.75% on an annual basis of the average during the month of the aggregate net asset value of Shares computed as of the close of each business day (the “Asset-Based Sales Charge”) outstanding until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the “Fund Maximum Holding Period”) from time to time for such payments. Such Asset-Based Sales Charge payments received from the Fund will compensate the Distributor for providing distribution assistance in connection with the sale of Shares. The distribution assistance to be rendered by the Distributor in connection with the Shares may include, but shall not be limited to, the following: (i) paying sales commissions to any broker, dealer, bank or other person or entity that sells Shares, and/or paying such persons “Advance Service Fee Payments” (as defined below) in advance of, and/or in amounts greater than, the amount provided for in Section 3(b) of this Agreement; (ii) paying compensation to and expenses of personnel of the Distributor who support distribution of Shares by Recipients; (iii) obtaining financing or providing such financing from its own resources, or from an affiliate, for the interest and other borrowing costs of the Distributor's unreimbursed expenses incurred in rendering distribution assistance and administrative support services to the Fund; and (iv) paying other direct distribution costs, including without limitation the costs of sales literature, advertising and prospectuses (other than those prospectuses furnished to current holders of the Fund's shares ("Shareholders")) and state "blue sky" registration expenses.
Distribution Assistance Fees (Asset-Based Sales Charge) Payments In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the "Recipient Maximum Holding Period") for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration. The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.
Sales Milestone Payments Artiva shall make the following one-time, non-refundable and non-creditable sales milestone payments to GCLC when the aggregate annual Net Sales of Products in the Territory first reach the thresholds specified below. Artiva shall notify GCLC promptly of the achievement of each such sales threshold. Each sales milestone payment shall be made by Artiva within [***] days after the end of the calendar quarter in which such sales threshold is achieved. To the extent more than one sales threshold is reached in any given calendar year, then the applicable milestone payment for each such achievement shall be due and owing with respect to such calendar year. For clarification, the total milestone payments payable hereunder if all milestone events are achieved is [***].
Volume of TIPS Sales Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time.
Revenue Metering The Connecting Transmission Owner owned revenue metering shall be located at the Xxxxx Solar Collector Substation on the generator side of the 69kV breaker and shall consist of: • three (3) combination current/voltage transformer (“CT/VT”) units (manufacturer and model shall be ABB/Xxxxxxx KXM-350 high accuracy, or other Connecting Transmission Owner specified equivalent); and • one (1) revenue meter. (Note: Connecting Transmission Owner’s revenue metering CTs and VTs cannot be used to feed the Interconnection Customer’s check meter.)
Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.
Gross Revenue The Gross Revenue shall be inclusive of installation charges, late fees, sale proceeds of handsets (or any other terminal equipment etc.), revenue on account of interest, dividend, value added services, supplementary services, access or interconnection charges, roaming charges, revenue from permissible sharing of infrastructure and any other miscellaneous revenue, without any set-off for related item of expense, etc.
Cash Receipts (a) Annexed hereto as Schedule 2.21(a) is a list of all present DDAs, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) maintained with such depository; and (iii) to the extent known, a contact person at such depository. (b) Annexed hereto as Schedule 2.21(b) is a list describing all arrangements to which any Borrower is a party with respect to the payment to any Borrower of the proceeds of all credit card charges for sales by any Borrower. (i) Within sixty (60) days after the Effective Date, (A) the Subsidiary Borrowers shall deliver to the Agent notifications executed on behalf of the Subsidiary Borrowers to each 49depository institution with which any DDA is maintained by the Subsidiary Borrowers in form satisfactory to the Agent, of the Agent's interest in such DDA (each, a "DDA Notification"), and (B) the Subsidiary Borrowers shall either (1) enter into agency agreements with the banks maintaining the deposit accounts identified on Schedule 2.21(c) (collectively, the "Blocked Accounts"), which agreements (the "Blocked Account Agreements") shall be in form and substance reasonably satisfactory to the Agent, or (2) if the Subsidiary Borrowers are unable to enter into Blocked Account Agreements in form reasonably satisfactory to the Agent with any of the banks identified on Schedule 2.21(c), the Subsidiary Borrowers shall (I) provide the Agent with evidence, reasonably satisfactory to the Agent, that the Subsidiary Borrowers have closed the deposit accounts maintained with such banks, (II) establish new deposit accounts (the "Replacement Deposit Accounts") with a different financial institution (the "Replacement Institution"), (III) enter into a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent with each Replacement Institution and the Agent with respect to the Replacement Deposit Accounts, and (IV) in connection with the foregoing, provide the Agent with an amended Schedule 2.21(c) reflecting the Replacement Deposit Accounts, and (ii) on or before the Effective Date, the Borrowers shall (A) deliver to the Agent notifications (the "Credit Card Notifications") executed on behalf of the Subsidiary Borrowers to each of their major credit card processors instructing such credit card processors to remit proceeds of all credit card charges to a Blocked Account (Account No. 323-389732) with JPMorgan (the "Lead Borrower Blocked Account"), (B) have entered into a Blocked Account Agreement with respect to the Lead Borrower Blocked Account in form and substance reasonably satisfactory to the Agent, and (C) deliver to the Agent notifications (the "DNB Notification") executed on behalf of the Subsidiary Borrowers to Dillard's National Bank (which processes the Subsidiary Borrowers' private label credit cards) instructing Dillard's National Bank to remit proceeds of all private label credit card charges to the JPMorgan Concentration Account. The DDA Notifications and Blocked Account Agreements (including, without limitation, the Blocked Account Agreement with respect to the Lead Borrower Blocked Account) shall require, after the occurrence and during the continuance of an Event of Default or Cash Control Event, the sweep on each Business Day of all available cash receipts and other proceeds from the sale of Inventory, including, without limitation, the proceeds of all credit card charges (all such cash receipts and proceeds, "Cash Receipts"), to a concentration account maintained by the Agent at JPMorgan (i.e. Account No 801-805236) the "JPMorgan Concentration Account"). (d) If at any time other than the times set forth above, any cash or cash equivalents owned by the Subsidiary Borrowers are deposited to any account, or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked Account Agreement as required herein, the Agent shall require the Subsidiary Borrowers to close such account and have all funds therein transferred to an account maintained by the Agent at JPMorgan and all future deposits made to a Blocked Account which is subject to a Blocked Account Agreement. (e) The Subsidiary Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of this Section 2.21. Unless consented to in writing by the Agent, the Borrowers may not enter into any agreements with credit card processors unless contemporaneously therewith, a Credit 50Card Notification and/or DNB Notification, as applicable, is executed and delivered to the Agent, provided that in the event that the Borrowers are able to cause their credit card processors to segregate the credit card proceeds of the Subsidiary Borrowers from the credit card proceeds of the Lead Borrower and its other Subsidiaries in a manner reasonably satisfactory to the Agent, the Borrowers may substitute a Credit Card Notification and/or DNB Notification for those delivered on or before the Effective Date, instructing the credit card processors and/or Dillard's National Bank, as applicable, to remit proceeds of credit card charges of only the Subsidiary Borrowers to the JPMorgan Concentration Account. (f) The JPMorgan Concentration Account is, and shall remain, under the sole dominion and control of the Agent. Each Borrower acknowledges and agrees that (i) such Borrower has no right of withdrawal from the JPMorgan Concentration Account, (ii) the funds on deposit in the JPMorgan Concentration Account shall continue to be collateral security for all of the Obligations and (iii) the funds on deposit in the JPMorgan Concentration Account shall be applied as provided in Section 2.22. (g) So long as (i) no Event of Default has occurred and is continuing, and (ii) no Cash Control Event has occurred and is continuing, daily, the Borrowers may direct, and shall have sole control over, the manner of disposition of its funds in the DDA Accounts and Blocked Accounts. After the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to a Blocked Account or to the JPMorgan Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account, unless the Commitments have been terminated hereunder and the Obligations have indefeasibly been paid in full) of the then contents of each DDA, each such transfer to be net of any minimum balance, not to exceed $10,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained, and, in connection with each such transfer, the Subsidiary Borrowers shall also provide the Agent with an accounting of the contents of each DDA which shall identify, to the satisfaction of the Agent, the Other Store Proceeds. Upon the receipt of (x) the contents of each such DDA, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the Other Store Proceeds received by the Agent for such day. Further, whether or not any Obligations are then outstanding, after the occurrence and during the continuation of an Event of Default or Cash Control Event, the Subsidiary Borrowers shall cause the ACH or wire transfer to the JPMorgan Concentration Account, no less frequently than daily, of (A) the then entire ledger balance of each Blocked Account (including, without limitation, the Lead Borrower Blocked Account), net of such minimum balance, not to exceed $10,000, as may be required to be maintained in the subject Blocked Account by the bank at which such Blocked Account is maintained and (B) all proceeds of all private label credit card charges payable by Dillard's National Bank to or for the account of the Subsidiary Borrowers. In addition to the foregoing, unless and until the Borrowers have established procedures with their credit card processors (other than Dillard's National Bank) to deposit the NonBorrower Credit Card Proceeds to an account, other than the Lead Borrower Blocked Account, which is not subject to the Lien of the Agent, the Borrowers shall, in connection with the transfer of the ledger balance of the Lead Borrower Blocked Account, net of the permitted balance, provide the Agent with an accounting of the contents of the Lead Borrower Blocked Account, which shall 51 identify, to the satisfaction of the Agent, the NonBorrower Credit Card Proceeds. Upon the receipt of (x) the contents of the Lead Borrower Blocked Account, and (y) such accounting, the Agent agrees to promptly remit to the Borrowers the NonBorrower Credit Card Proceeds received by the Agent for such day. In the event that, notwithstanding the provisions of this Section 2.21, after the occurrence of an Event of Default or Cash Control Event, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers' other funds or deposited in any account of any Borrower other than as instructed by the Agent. Effective upon notice to the Lead Borrower from the Agent, after the occurrence and during the continuation of an Event of Default (including, without limitation, the failure of the Borrowers to comply with the provisions of this Section 2.21(g)) (which notice may be given by telephone if promptly confirmed in writing), (i) the Agent may, at any time thereafter, deliver the DDA Notifications, the Credit Card Notifications and the DNB Notifications to the addressees thereof, and (ii) the DDA Accounts, Blocked Accounts and the JPMorgan Concentration Account will, without any further action on the part of any Borrower or the Agent convert into a closed account under the exclusive dominion and control of the Agent in which funds are held subject to the rights of the Agent hereunder. In such event, all amounts in the JPMorgan Concentration Account (other than NonBorrower Credit Card Proceeds and Other Store Proceeds) from time to time may be applied to the Obligations in such order and manner as provided in Section 2.22 hereof.
Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.
Milestone Event Milestone Payment [***] [***]